Item 1.01. Entry into a Material Definitive Agreement.
On July 6, 2021, Macondray Capital Acquisition Corp. I (the "Company")
consummated its initial public offering ("IPO") of 25,000,000 units (the
"Units"). Each Unit consists of one Class A ordinary share of the Company, par
value $0.0001 per share (the "Class A ordinary shares"), and one-third of one
redeemable warrant of the Company. Each whole warrant ("Warrant") is exercisable
to purchase one of the Company's Class A ordinary shares at a price of $11.50
per share. Only whole warrants are exercisable. The Units were sold at a price
of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000
(before underwriting discounts and commissions and offering expenses).
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-256171) for the IPO, originally filed with
the U.S. Securities and Exchange Commission (the "Commission") on May 17, 2021,
as amended by Amendment No. 1 to the Registration Statement filed with the
Commission on May 20, 2021, Amendment No. 2 to the Registration Statement filed
with the Commission on June 8, 2021 and Amendment No. 3 to the Registration
Statement filed with the Commission on June 21, 2021 (as amended, the
"Registration Statement"):
? An Underwriting Agreement, dated June 30, 2021, by and between the Company
and B. Riley Securities, Inc., as underwriter, a copy of which is attached
as Exhibit 1.1 hereto.
? A Warrant Agreement, dated June 30, 2021, by and between the Company and
Continental Stock Transfer & Trust Company, as warrant agent, a copy of
which is attached as Exhibit 4.1 hereto.
? A Letter Agreement (the "Insider Letter Agreement"), dated June 30, 2021,
by and among the Company, each of its officers, directors and board
advisors and the Company's sponsor, Macondray, LLC (the "Sponsor"), a copy
of which is attached as Exhibit 10.1 hereto.
? An Investment Management Trust Agreement, dated June 30, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee, a copy of which is attached as Exhibit 10.2 hereto.
? A Registration Rights Agreement (the "Registration Rights Agreement"),
dated June 30, 2021, by and among the Company, the Sponsor, each of the
Company's independent directors and board advisors and certain funds and
accounts managed by subsidiaries of BlackRock, Inc., a copy of which is
attached as Exhibit 10.3 hereto.
? A Private Placement Warrants Purchase Agreement (the "Private Placement
Warrant Purchase Agreement"), dated June 30, 2021, by and between the
Company and the Sponsor, a copy of which is attached as Exhibit 10.4
hereto.
? An Administrative Services Agreement, dated March 18, 2021, by and between
the Company and the Sponsor, a copy of which is attached as Exhibit 10.5
hereto.
? Indemnity Agreement, dated June 30, 2021, by and between the Company and
R. Grady Burnett, a copy of which is attached as Exhibit 10.6 hereto.
? Indemnity Agreement, dated June 30, 2021, by and between the Company and
W. Lance Conn, a copy of which is attached as Exhibit 10.7 hereto.
? Indemnity Agreement, dated June 30, 2021, by and between the Company and
Gretchen Howard, a copy of which is attached as Exhibit 10.8 hereto.
? Indemnity Agreement, dated June 30, 2021, by and between the Company and
Claire Johnson, a copy of which is attached as Exhibit 10.9 hereto.
? Indemnity Agreement, dated June 30, 2021, by and between the Company and
Obinna Onyeagoro, a copy of which is attached as Exhibit 10.10 hereto.
? Indemnity Agreement, dated June 30, 2021, by and between the Company and
Andrew Sheehan, a copy of which is attached as Exhibit 10.11 hereto.
The above descriptions are qualified in their entirety by reference to the full
text of the applicable agreement, each of which is incorporated by reference
herein and attached hereto as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5,
10.6, 10.7, 10.8, 10.9, 10.10 and 10.11 respectively.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to (i) the Private
Placement Warrants Purchase Agreement and (ii) the Amended and Restated
Subscription Agreements by and among the Company, the Sponsor and certain funds
and accounts managed by subsidiaries of BlackRock, Inc (the "Anchor Investor"),
dated June 17, 2021, the Company completed the private sale of 4,666,667
warrants to the Sponsor and 2,000,000 warrants to the Anchor Investor,
respectively, at a purchase price of $1.50 per Private Placement Warrant
(collectively, the "Private Placement Warrants"), generating gross proceeds to
the Company of $10,000,000. The Private Placement Warrants are identical to the
Warrants sold as part of the Units in the IPO, except that the Sponsor has
agreed not to transfer, assign or sell any of its Private Placement Warrants
until 30 days after the completion of the Company's initial business
combination, subject to certain limited exceptions. The Private Placement
Warrants are also not redeemable by the Company so long as they are held by the
Sponsor, the Anchor Investor or their permitted transferees. No underwriting
discounts or commissions were paid with respect to such sale. In addition, as
long as they are held by the Sponsor, the Anchor Investor or their permitted
transferees, the Private Placement Warrants may be exercised by the holders on a
cashless basis and they (including the Class A ordinary shares issuable upon
exercise of these warrants) are entitled to registration rights. The issuance of
the Private Placement Warrants was made pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 30, 2021, in connection with the IPO, Gretchen Howard, Claire
Johnson, Obinna Onyeagoro and Andrew Sheehan were appointed to the board of
directors of the Company (the "Board"). W. Lance Conn was previously appointed
to the Board, effective June 23, 2021. Prior to their appointments to the Board,
the Board determined that Ms. Howard, Ms. Johnson, Mr. Onyeagoro and Mr. Sheehan
(collectively, the "Independent Directors") are independent directors within the
meaning of the applicable SEC and the Nasdaq Stock Market LLC rules. Effective
June 30, 2021, Ms. Johnson, Mr. Onyeagoro and Mr. Sheehan were appointed to the
Board's audit committee, with Mr. Sheehan serving as the chair of the audit
committee. Ms. Howard and Ms. Johnson were appointed to the Board's nominating
committee, with Ms. Howard serving as chair of such committee. Mr. Sheehan and
Ms. Johnson were appointed to the Board's compensation committee, with Ms.
Johnson serving as chair of such committee. Mr. Onyeagoro, Ms. Howard and Ms.
Johnson, were appointed to the Board's environmental, social and governance
committee, with Mr. Conn and R. Grady Burnett serving as executive members and
Mr. Onyeagoro serving as chair of such committee.
On June 30, 2021, each of our directors entered into the Insider Letter
Agreement and an Indemnity Agreement with the Company, such agreements are
attached hereto as Exhibit 10.1 and Exhibits 10.6 through 10.11 hereto, and our
Independent Directors entered into the Registration Rights Agreement attached as
Exhibit 10.3 hereto. In addition, in May 2021, the Sponsor transferred 40,000
Class B ordinary shares, par value 0.0001, to each of the Independent Directors.
The Company will reimburse its directors for any out-of-pocket expenses incurred
in connection with fulfilling their roles as directors.
Other than the foregoing, none of the directors are a party to any arrangement
or understanding with any person pursuant to which he or she was appointed as
director, nor is any Independent Director party to any transactions required to
be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Insider Letter Agreement, the Registration
Rights Agreement and the Indemnity Agreements do not purport to be complete and
are qualified in their entireties by reference to the Insider Letter Agreement,
the Registration Rights Agreement and Indemnity Agreements attached as Exhibit
10.1, Exhibit 10.3 and Exhibits 10.6 through 10.11 hereto, respectively, and are
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 30, 2021, in connection with the IPO, the Company's second amended and
restated memorandum and articles of association became effective. A copy of the
second amended and restated memorandum and articles of association is attached
as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
On June 30, 2021, a total of $252,500,000, comprised of $245,000,000 of the
proceeds from the IPO (which amount includes $8,750,000 of the underwriters'
deferred discount) and $7,500,000 of the proceeds from the sale of the Private
Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan
Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company,
acting as trustee. Except with respect to interest earned on the funds in the
trust account that may be released to the Company to pay its taxes, the funds
held in the trust account will not be released from the trust account until the
earliest of (i) the completion of the Company's initial business combination,
(ii) the redemption of any of the Company's public shares properly submitted in
connection with a shareholder vote to amend the Company's second amended and
restated memorandum and articles of association (A) to modify the substance or
timing of the Company's obligation to provide holders of Class A ordinary shares
the right to have their shares redeemed in connection with the Company's initial
business combination or to redeem 100% of the Company's public shares if the
Company does not complete its initial business combination within 18 months (or
21 months, as applicable) from the closing of the IPO or (B) with respect to any
other provision relating to the rights of holders of Class A ordinary shares and
(iii) the redemption of the Company's public shares if it is unable to complete
its initial business combination within 18 months (or 21 months as applicable)
from the closing of the IPO, subject to applicable law.
On June 30, 2021, the Company issued a press release, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the
pricing of the IPO.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated June 30, 2021, by and between the
Company and B. Riley Securities.
3.1 Second Amended and Restated Memorandum and Articles of Association.
4.1 Warrant Agreement, dated June 30, 2021, by and between the Company
and Continental Stock Transfer & Trust Company, as warrant agent.
10.1 Insider Letter Agreement, dated June 30, 2021, by and among the
Company, each of its officers, directors and board advisors, and the
Sponsor.
10.2 Investment Management Trust Agreement, dated June 30, 2021, by and
between the Company and Continental Stock Transfer & Trust Company, as
trustee.
10.3 Registration Rights Agreement, dated June 30, 2021, by and among the
Company, the Sponsor, the independent directors and board advisors and
certain funds and accounts managed by subsidiaries of BlackRock, Inc.
10.4 Private Placement Warrants Purchase Agreement, dated June 30, 2021,
by and between the Company and the Sponsor.
10.5 Administrative Services Agreement, dated June 30, 2021, by and
between the Company and the Sponsor.
10.6 Indemnity Agreement, dated June 30, 2021, by and between the Company
and R. Grady Burnett.
10.7 Indemnity Agreement, dated June 30, 2021, by and between the Company
and W. Lance Conn.
10.8 Indemnity Agreement, dated June 30, 2021, by and between the Company
and Gretchen Howard.
10.9 Indemnity Agreement, dated June 30, 2021, by and between the Company
and Claire Johnson.
10.10 Indemnity Agreement, dated June 30, 2021, by and between the Company
and Obinna Onyeagoro.
10.11 Indemnity Agreement, dated June 30, 2021, by and between the Company
and Andrew Sheehan.
99.1 Press Release, dated June 30, 2021.
© Edgar Online, source Glimpses